Voting summary
January 2021
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
Fiat Chrysler Automobiles NV
Meeting Date: 01/04/2021 Country: Netherlands
Meeting Type: Special Ticker: FCA
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
Special Meeting Agenda
Open Meeting 1
ForForApprove Merger and All Related Proposals in Connection with the Combination with Peugeot S.A. (PSA)
2
ForForAmend Articles of Association to Increase and Subsequently Decrease the Combined Company's Issued Share Capital
3
Close Meeting 4
Klabin SA
Meeting Date: 01/04/2021 Country: Brazil
Meeting Type: Special Ticker: KLBN4
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1 Ratify Apsis Consultoria e Avaliacoes Ltda. as the Independent Firm to Appraise Proposed Transaction
For For
ForForApprove Independent Firm's Appraisal 2
ForForApprove Agreement to Absorb Riohold Papel e Celulose S.A. (Riohold)
3
ForForApprove Absorption of Riohold Papel e Celulose S.A. (Riohold) and Authorize Board to Ratify and Execute Approved Resolutions
4
Peugeot SA
Meeting Date: 01/04/2021 Country: Netherlands
Meeting Type: Special Ticker: UG
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
Peugeot SA
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
Extraordinary Business
ForForApprove Merger by Absorption of Peugeot by Fiat Chrysler Automobiles
1
ForForRemove Double-Voting Rights for Long-Term Registered Shareholders
2
ForForAuthorize Filing of Required Documents/Other Formalities
3
Primary Health Properties Plc
Meeting Date: 01/04/2021 Country: United Kingdom
Meeting Type: Special Ticker: PHP
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1 Approve Matters Relating to the Acquisition by the Company of the Entire Issued Share Capital of Nexus Tradeco Holdings Limited
For For
ForForAdopt New Articles of Association 2
ICL Group Ltd.
Meeting Date: 01/05/2021 Country: Israel
Meeting Type: Special Ticker: ICL
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1 Reelect Ruth Ralbag as External Director For For
ForForApprove Renewal of Management Services Agreement with Israel Corporation Ltd.
2
ForForExtend Exemption of Liability Insurance Policy and Indemnification Agreements to Directors/Officers Who Are Controllers.
3
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
ICL Group Ltd.
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
AgainstNoneVote FOR if you are a controlling shareholder or have a personal interest in one or several resolutions, as indicated in the proxy card; otherwise, vote AGAINST. You may not abstain. If you vote FOR, please provide an explanation to your account manager
A
Blended Rationale: Shareholders must indicate whether they are controlling shareholders or have a personal interest related to these agenda items, or else their ballots will be disqualified.
Please Select Any Category Which Applies to You as a Shareholder or as a Holder of Power of Attorney
AgainstNoneIf you are an Interest Holder as defined in Section 1 of the Securities Law, 1968, vote FOR. Otherwise, vote against.
B1
Blended Rationale: If such an item is included in the proxy card, shareholders must classify themselves according to the following categories: Interest Holder as defined in Section 1 of the Securities Law, 1968; Senior Officer as defined in Section 37(D) of the Securities Law, 1968; Institutional Investor as defined in Regulation 1 of the Supervision Financial Services Regulations 2009 or a Manager of a Joint Investment Trust Fund as defined in the Joint Investment Trust Law, 1994; Shareholders can classify themselves by voting FOR or AGAINST on any of these items.
AgainstNoneIf you are a Senior Officer as defined in Section 37(D) of the Securities Law, 1968, vote FOR. Otherwise, vote against.
B2
Blended Rationale: If such an item is included in the proxy card, shareholders must classify themselves according to the following categories: Interest Holder as defined in Section 1 of the Securities Law, 1968; Senior Officer as defined in Section 37(D) of the Securities Law, 1968; Institutional Investor as defined in Regulation 1 of the Supervision Financial Services Regulations 2009 or a Manager of a Joint Investment Trust Fund as defined in the Joint Investment Trust Law, 1994; Shareholders can classify themselves by voting FOR or AGAINST on any of these items.
ForNoneIf you are an Institutional Investor as defined in Regulation 1 of the Supervision Financial Services Regulations 2009 or a Manager of a Joint Investment Trust Fund as defined in the Joint Investment Trust Law, 1994, vote FOR. Otherwise, vote against.
B3
Blended Rationale: If such an item is included in the proxy card, shareholders must classify themselves according to the following categories: Interest Holder as defined in Section 1 of the Securities Law, 1968; Senior Officer as defined in Section 37(D) of the Securities Law, 1968; Institutional Investor as defined in Regulation 1 of the Supervision Financial Services Regulations 2009 or a Manager of a Joint Investment Trust Fund as defined in the Joint Investment Trust Law, 1994; Shareholders can classify themselves by voting FOR or AGAINST on any of these items.
BIM Birlesik Magazalar AS
Meeting Date: 01/06/2021 Country: Turkey
Meeting Type: Special Ticker: BIMAS
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
Special Meeting Agenda
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
BIM Birlesik Magazalar AS
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
ForForOpen Meeting, Elect Presiding Council of Meeting and Authorize Presiding Council to Sign Meeting Minutes
1
ForForApprove Special Dividend 2
Receive Information on Share Repurchase Program
3
Wishes and Close Meeting 4
Top Glove Corporation Bhd
Meeting Date: 01/06/2021 Country: Malaysia
Meeting Type: Annual Ticker: 7113
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1 Elect Lim Han Boon as Director For Against
AgainstForElect Rainer Althoff as Director 2
AgainstForElect Noripah Kamso as Director 3
AgainstForElect Norma Mansor as Director 4
AgainstForElect Sharmila Sekarajasekaran as Director 5
AgainstForElect Lim Andy as Director 6
ForForApprove Directors' Fees 7
ForForApprove Directors' Benefits (Excluding Directors' Fees)
8
ForForApprove Ernst & Young PLT as Auditors and Authorize Board to Fix Their Remuneration
9
ForForApprove Issuance of Equity or Equity-Linked Securities without Preemptive Rights
10
AgainstForApprove Lim Han Boon to Continue Office as Independent Non-Executive Director
11
ForForAuthorize Share Repurchase Program 12
Zscaler, Inc.
Meeting Date: 01/06/2021 Country: USA
Meeting Type: Annual Ticker: ZS
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
Zscaler, Inc.
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1.1 Elect Director Jagtar (Jay) Chaudhry For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees Jagtar (Jay) Chaudhry and Amit Sinha given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impact shareholder rights.
WithholdForElect Director Amit Sinha 1.2
Blended Rationale: WITHHOLD votes are warranted for director nominees Jagtar (Jay) Chaudhry and Amit Sinha given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impact shareholder rights.
ForForRatify PricewaterhouseCoopers LLP as Auditors
2
Blended Rationale: A vote FOR this proposal to ratify the auditor is warranted.
AgainstForAdvisory Vote to Ratify Named Executive Officers' Compensation
3
Blended Rationale: A vote AGAINST this proposal is warranted for the grant of excessive equity awards to a new NEO. A significant portion of the awards are subject to time-vesting.
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
WithholdForElect Director Jagtar (Jay) Chaudhry 1.1
Blended Rationale: WITHHOLD votes are warranted for director nominees Jagtar (Jay) Chaudhry and Amit Sinha given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impact shareholder rights.
WithholdForElect Director Amit Sinha 1.2
Blended Rationale: WITHHOLD votes are warranted for director nominees Jagtar (Jay) Chaudhry and Amit Sinha given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impact shareholder rights.
ForForRatify PricewaterhouseCoopers LLP as Auditors
2
AgainstForAdvisory Vote to Ratify Named Executive Officers' Compensation
3
Blended Rationale: A vote AGAINST this proposal is warranted for the grant of excessive equity awards to a new NEO. A significant portion of the awards are subject to time-vesting.
Altice Europe NV
Meeting Date: 01/07/2021 Country: Netherlands
Meeting Type: Special Ticker: ATC
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
Altice Europe NV
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
Special Meeting Agenda
Open Meeting 1
Receive Explanation of the Recommended Public Offer by Next Private B.V.
2.a
ForForApprove Merger 2.b
ForForApprove Asset Sale 2.c
ForForAmend Articles of Association 2.d
Discuss Treatment of Stock Options in Connection with the Recommended Public Offer
3.a
AgainstForApprove Settlement of Stock Option Held by Natacha Marty
3.b
Blended Rationale: A vote AGAINST is warranted because:- It is proposed to accelerate vesting of unvested awards, not considered to be in line with general market practice.- The remuneration committee proposes to continue and roll-over the 2018 equity grant to CEO Alain Weill, which is valued at EUR 268 million, based on the offer price, and is considered to be excessive, which continues to raise concern.
AgainstForAmend Terms and Conditions of the 2016 FPPS and 2018 FPPS in Connection with theRecommended Public Offer Held by Alain Weill
3.c
Blended Rationale: A vote AGAINST is warranted because:- It is proposed to accelerate vesting of unvested awards, not considered to be in line with general market practice.- The remuneration committee proposes to continue and roll-over the 2018 equity grant to CEO Alain Weill, which is valued at EUR 268 million, based on the offer price, and is considered to be excessive, which continues to raise concern.
Other Business (Non-Voting) 4
Close Meeting 5
Bharti Infratel Limited
Meeting Date: 01/08/2021 Country: India
Meeting Type: Special Ticker: 534816
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
Postal Ballot
ForForAmend Articles of Association 1
ForForElect Bimal Dayal as Director 2
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
Bharti Infratel Limited
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
ForForApprove Appointment and Remuneration of Bimal Dayal as Managing Director & Chief Executive Officer (CEO)
3
Hangzhou Tigermed Consulting Co., Ltd.
Meeting Date: 01/08/2021 Country: China
Meeting Type: Special Ticker: 3347
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
EGM BALLOT FOR HOLDERS OF H SHARES
ForForApprove A Share Employee Share Ownership Plan (Draft) and Its Summary
1
ForForApprove Administrative Measures for the A Share Employee Share Ownership Plan
2
ForForApprove Authorization for the Board to Handle Matters in Relation to the A Share Employee Share Ownership Plan
3
Hangzhou Tigermed Consulting Co., Ltd.
Meeting Date: 01/08/2021 Country: China
Meeting Type: Special Ticker: 3347
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
EGM BALLOT FOR HOLDERS OF A SHARES
ForForApprove Employee Share Purchase Plan (Draft) and Summary
1
ForForApprove Methods to Assess the Performance of Plan Participants
2
ForForApprove Authorization of Board to Handle All Related Matters
3
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
V.S. Industry Berhad
Meeting Date: 01/08/2021 Country: Malaysia
Meeting Type: Annual Ticker: 6963
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1 Approve Final Dividend For For
ForForApprove Directors' Fees 2
ForForElect Gan Sem Yam as Director 3
ForForElect Gan Tiong Sia as Director 4
ForForElect Beh Chern Wei (Ma Chengwei) as Director
5
ForForElect Gan Pee Yong as Director 6
ForForElect Wong Cheer Feng as Director 7
ForForApprove KPMG PLT as Auditors and Authorize Board to Fix Their Remuneration
8
ForForApprove Issuance of Equity or Equity-Linked Securities without Preemptive Rights
9
ForForAuthorize Share Repurchase Program 10
ForForApprove Renewal of Shareholders' Mandate for Recurrent Related Party Transactions with V.S. International Group Limited, Its Subsidiaries and Associates
11
ForForApprove Renewal of Shareholders' Mandate for Recurrent Related Party Transactions with Lip Sheng International Ltd and/or Lip Sheng Precision (Zhuhai) Co., Ltd
12
ForForApprove Renewal of Shareholders' Mandate for Recurrent Related Party Transactions with Beeantah Pte. Ltd.
13
ForForApprove Shareholders' Mandate for Recurrent Related Party Transactions with Liphup Mould Sdn. Bhd.
14
Shree Cement Limited
Meeting Date: 01/09/2021 Country: India
Meeting Type: Special Ticker: 500387
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
Shree Cement Limited
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
Postal Ballot
AgainstForApprove Advance Loan(s) and/or Corporate Guarantee to Company's Subsidiaries, Associates, Group Entities, and Other Person Specified
1
Blended Rationale: A vote AGAINST this resolution is warranted since the company might be taking in a disproportionate amount of risk relative to its ownership stake without compelling justification.
Zijin Mining Group Co., Ltd.
Meeting Date: 01/11/2021 Country: China
Meeting Type: Special Ticker: 2899
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
CLASS MEETING FOR HOLDERS OF H SHARES
AgainstForApprove Restricted A Share Incentive Scheme for 2020 (Revised Draft) and Its Summary
1
Blended Rationale: A vote AGAINST these resolutions is warranted given that the directors eligible to receive awards under the Proposed Scheme are involved in the administration of the scheme.
AgainstForApprove Administrative Measures for Implementation of Appraisal for the Restricted A Share Incentive Scheme for 2020
2
Blended Rationale: A vote AGAINST these resolutions is warranted given that the directors eligible to receive awards under the Proposed Scheme are involved in the administration of the scheme.
AgainstForAuthorize the Board to Deal with All Matters in Relation to the Restricted A Share Incentive Scheme for 2020
3
Blended Rationale: A vote AGAINST these resolutions is warranted given that the directors eligible to receive awards under the Proposed Scheme are involved in the administration of the scheme.
China State Construction International Holdings Limited
Meeting Date: 01/12/2021 Country: Cayman Islands
Meeting Type: Special Ticker: 3311
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
China State Construction International Holdings Limited
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1 Approve New CSCECL Construction Engagement Agreement, CSCECL Construction Engagement Cap, CSC Construction Engagement Cap and Related Transactions
For For
China State Construction International Holdings Limited
Meeting Date: 01/12/2021 Country: Cayman Islands
Meeting Type: Special Ticker: 3311
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1 Approve New Master Engagement Agreement, New COGO Works Caps and Related Transactions
For For
Parsley Energy, Inc.
Meeting Date: 01/12/2021 Country: USA
Meeting Type: Special Ticker: PE
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1 Approve Merger Agreement For For
AgainstForAdvisory Vote on Golden Parachutes 2
Blended Rationale: A vote AGAINST this proposal is warranted. Although cash severance and time-based equity are double trigger, performance-based equity will auto-accelerate upon the closing of the transaction and was recently modified to vest at the maximum level, despite negative shareholder returns.
Pioneer Natural Resources Company
Meeting Date: 01/12/2021 Country: USA
Meeting Type: Special Ticker: PXD
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
Pioneer Natural Resources Company
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1 Issue Shares in Connection with Merger For For
Public Bank Berhad
Meeting Date: 01/12/2021 Country: Malaysia
Meeting Type: Special Ticker: 1295
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1 Approve Bonus Issue of New Ordinary Shares For For
Schaffner Holding AG
Meeting Date: 01/12/2021 Country: Switzerland
Meeting Type: Annual Ticker: SAHN
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
For For
ForForApprove Allocation of Income and Dividends of CHF 1.00 per Share
2.1
ForForApprove Dividends of CHF 1.00 per Share from Capital Contribution Reserves
2.2
ForForApprove Discharge of Board and Senior Management
3
ForForReelect Urs Kaufmann as Director and Board Chairman
4.1.1
ForForReelect Philipp Buhofer as Director 4.1.2
ForForReelect Gerhard Pegam as Director 4.1.3
ForForElect Andrea Tranel as Director 4.2
ForForReappoint Philipp Buhofer as Member of the Compensation Committee
4.3.1
ForForReappoint Urs Kaufmann as Member of the Compensation Committee
4.3.2
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
Schaffner Holding AG
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
ForForDesignate Jean-Claude Cattin as Independent Proxy
4.4
ForForRatify BDO AG as Auditors 4.5
AgainstForApprove Remuneration Report (Non-Binding) 5.1
Blended Rationale: A vote AGAINST the remuneration report is warranted because:- Long-term incentive equity awards are not subject to performance conditions after grant and vest after less than three years.- The determination of individual target-achievement factors remains vague from an outside perspective.
ForForApprove Remuneration of Directors in the Amount of CHF 500,000
5.2
ForForApprove Remuneration of Executive Committee in the Amount of CHF 3.5 Million
5.3
AgainstForTransact Other Business (Voting) 6
Blended Rationale: A vote AGAINST is warranted because:- This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and- The content of these any new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.
Sodexo SA
Meeting Date: 01/12/2021 Country: France
Meeting Type: Annual Ticker: SW
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
Ordinary Business
ForForApprove Financial Statements and Statutory Reports
1
ForForApprove Consolidated Financial Statements and Statutory Reports
2
ForForApprove Allocation of Income and Absence of Dividends
3
ForForReelect Sophie Bellon as Director 4
ForForReelect Nathalie Bellon-Szabo as Director 5
ForForReelect Francoise Brougher as Director 6
ForForElect Federico J Gonzalez Tejera as Director 7
ForForRenew Appointment of KPMG as Auditor 8
ForForApprove Compensation Reports of Corporate Officers
9
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
Sodexo SA
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
ForForApprove Compensation of Sophie Bellon, Chairman of the Board
10
ForForApprove Compensation of Denis Machuel, CEO
11
ForForApprove Remuneration Policy of Directors 12
ForForApprove Remuneration Policy for Chairman of the Board
13
ForForApprove Remuneration Policy for CEO 14
ForForAuthorize Repurchase of Up to 5 Percent of Issued Share Capital
15
ForForAuthorize Filing of Required Documents/Other Formalities
16
Veeva Systems Inc.
Meeting Date: 01/13/2021 Country: USA
Meeting Type: Special Ticker: VEEV
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1 Approve Conversion to Delaware Public Benefit Corporation
For For
Blended Rationale: A vote FOR this proposal is warranted as the conversion will not materially diminish shareholders' rights.
ForForDeclassify the Board of Directors 2
Blended Rationale: A vote FOR this proposal is warranted as it enhances board accountability to shareholders and demonstrates a commitment to shareholders' interests on the part of management.
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
ForForApprove Conversion to Delaware Public Benefit Corporation
1
ForForDeclassify the Board of Directors 2
China CITIC Bank Corporation Limited
Meeting Date: 01/14/2021 Country: China
Meeting Type: Special Ticker: 998
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
China CITIC Bank Corporation Limited
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
EGM BALLOT FOR HOLDERS OF H SHARES
ForForElect Li Rong as Supervisor 1
Micron Technology, Inc.
Meeting Date: 01/14/2021 Country: USA
Meeting Type: Annual Ticker: MU
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1a Elect Director Richard M. Beyer For For
ForForElect Director Lynn A. Dugle 1b
ForForElect Director Steven J. Gomo 1c
ForForElect Director Mary Pat McCarthy 1d
ForForElect Director Sanjay Mehrotra 1e
ForForElect Director Robert E. Switz 1f
ForForElect Director MaryAnn Wright 1g
ForForAdvisory Vote to Ratify Named Executive Officers' Compensation
2
ForForAmend Omnibus Stock Plan 3
ForForRatify PricewaterhouseCoopers LLP as Auditors
4
S.C. Fondul Proprietatea SA
Meeting Date: 01/14/2021 Country: Romania
Meeting Type: Special Ticker: FP
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
Meeting for GDR Holders
ForForAmend Article 4 of Bylaws 1
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
S.C. Fondul Proprietatea SA
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
ForForAmend Article 9 of Bylaws 2
ForForAmend Article 12 Paragraph (2) of Bylaws 3
ForForAmend Article 12 Paragraph (3) of Bylaws 4
AgainstNoneAmend Article 13 Paragraph (1) of Bylaws 5
Blended Rationale: - Votes FOR the amendments supported by Fondul's corporate bodies under Items 1-4, 7, 15-16, and 18-21 are warranted absent any negative impact.- Votes AGAINST the other amendments under Items 5-6, 8-14, and 17, which raise concerns according to Fondul's Board of Nominees, are warranted given the potential to disrupt the functioning governance at Fondul.
AgainstNoneAmend Article 13 Paragraph (6) of Bylaws 6
Blended Rationale: - Votes FOR the amendments supported by Fondul's corporate bodies under Items 1-4, 7, 15-16, and 18-21 are warranted absent any negative impact.- Votes AGAINST the other amendments under Items 5-6, 8-14, and 17, which raise concerns according to Fondul's Board of Nominees, are warranted given the potential to disrupt the functioning governance at Fondul.
ForForAmend Article 13 Paragraph (7) of Bylaws 7
AgainstNoneAmend Article 13 Paragraph (11) of Bylaws 8
Blended Rationale: - Votes FOR the amendments supported by Fondul's corporate bodies under Items 1-4, 7, 15-16, and 18-21 are warranted absent any negative impact.- Votes AGAINST the other amendments under Items 5-6, 8-14, and 17, which raise concerns according to Fondul's Board of Nominees, are warranted given the potential to disrupt the functioning governance at Fondul.
AgainstNoneAmend Article 13 Paragraph (12) of Bylaws 9
Blended Rationale: - Votes FOR the amendments supported by Fondul's corporate bodies under Items 1-4, 7, 15-16, and 18-21 are warranted absent any negative impact.- Votes AGAINST the other amendments under Items 5-6, 8-14, and 17, which raise concerns according to Fondul's Board of Nominees, are warranted given the potential to disrupt the functioning governance at Fondul.
AgainstNoneAmend Article 13 Paragraph (15) of Bylaws 10
Blended Rationale: - Votes FOR the amendments supported by Fondul's corporate bodies under Items 1-4, 7, 15-16, and 18-21 are warranted absent any negative impact.- Votes AGAINST the other amendments under Items 5-6, 8-14, and 17, which raise concerns according to Fondul's Board of Nominees, are warranted given the potential to disrupt the functioning governance at Fondul.
AgainstNoneAmend Article 14 of Bylaws 11
Blended Rationale: - Votes FOR the amendments supported by Fondul's corporate bodies under Items 1-4, 7, 15-16, and 18-21 are warranted absent any negative impact.- Votes AGAINST the other amendments under Items 5-6, 8-14, and 17, which raise concerns according to Fondul's Board of Nominees, are warranted given the potential to disrupt the functioning governance at Fondul.
AgainstNoneAmend Article 15 of Bylaws 12
Blended Rationale: - Votes FOR the amendments supported by Fondul's corporate bodies under Items 1-4, 7, 15-16, and 18-21 are warranted absent any negative impact.- Votes AGAINST the other amendments under Items 5-6, 8-14, and 17, which raise concerns according to Fondul's Board of Nominees, are warranted given the potential to disrupt the functioning governance at Fondul.
AgainstNoneAmend Article 16 of Bylaws 13
Blended Rationale: - Votes FOR the amendments supported by Fondul's corporate bodies under Items 1-4, 7, 15-16, and 18-21 are warranted absent any negative impact.- Votes AGAINST the other amendments under Items 5-6, 8-14, and 17, which raise concerns according to Fondul's Board of Nominees, are warranted given the potential to disrupt the functioning governance at Fondul.
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
S.C. Fondul Proprietatea SA
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
AgainstNoneAmend Article 17 of Bylaws 14
Blended Rationale: - Votes FOR the amendments supported by Fondul's corporate bodies under Items 1-4, 7, 15-16, and 18-21 are warranted absent any negative impact.- Votes AGAINST the other amendments under Items 5-6, 8-14, and 17, which raise concerns according to Fondul's Board of Nominees, are warranted given the potential to disrupt the functioning governance at Fondul.
ForForAmend Article 19 of Bylaws 15
ForForAmend Article 20 of Bylaws 16
AgainstNoneAmend Article 21 of Bylaws 17
Blended Rationale: - Votes FOR the amendments supported by Fondul's corporate bodies under Items 1-4, 7, 15-16, and 18-21 are warranted absent any negative impact.- Votes AGAINST the other amendments under Items 5-6, 8-14, and 17, which raise concerns according to Fondul's Board of Nominees, are warranted given the potential to disrupt the functioning governance at Fondul.
ForForAmend Article 24 of Bylaws 18
ForForAmend Article 31 of Bylaws 19
ForForAmend Article 32 of Bylaws 20
ForForAmend Article 34 of Bylaws 21
ForForApprove Meeting's Record Date and Ex-Date 22
Atlantia SpA
Meeting Date: 01/15/2021 Country: Italy
Meeting Type: Special Ticker: ATL
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
Extraordinary Business
ForForApprove Partial and Proportional Demerger Plan of Atlantia SpA in Favor of Autostrade Concessioni e Costruzioni SpA; Amend Company Bylaws Re: Article 6
1
Concho Resources Inc.
Meeting Date: 01/15/2021 Country: USA
Meeting Type: Special Ticker: CXO
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
Concho Resources Inc.
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1 Approve Merger Agreement For For
AgainstForAdvisory Vote on Golden Parachutes 2
Blended Rationale: A vote AGAINST this proposal is warranted. Cash severance is double trigger and reasonably based, with no excise tax gross ups, and time-based equity awards are subject to double trigger vesting. However, the company recently amended the treatment of performance equity, such that outstanding PSUs accelerate upon the merger with performance deemed at 200 percent of target, without compelling rationale. The enhanced award treatment is particularly concerning given that two NEOs received PSUs in 2019 that originally would have vested over 10 years, and considering that TSRs are currently negative for the outstanding performance periods. In addition, certain NEOs may receive large retention awards in addition to sizable inducement awards.
ConocoPhillips
Meeting Date: 01/15/2021 Country: USA
Meeting Type: Special Ticker: COP
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1 Issue Shares in Connection with Merger For For
Great Wall Motor Company Limited
Meeting Date: 01/15/2021 Country: China
Meeting Type: Special Ticker: 2333
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
EGM BALLOT FOR HOLDERS OF H SHARES
ForForApprove Plan for Registration and Issuance of Super Short-Term Commercial Papers
1
Intu (SGS) Finance Plc
Meeting Date: 01/15/2021 Country: United Kingdom
Meeting Type: Bondholder Ticker: N/A
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
Intu (SGS) Finance Plc
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
Meeting for Holders of Bonds with ISIN XS0904228557
ForForApprove Extraordinary Resolution as per Meeting Notice
1
Blended Rationale: Sustainability Advisory Services provides meeting notices for bondholders' meetings for informational purposes only and, as a matter of policy, does not provide vote recommendations on resolutions proposed at such meetings.
Intu (SGS) Finance Plc
Meeting Date: 01/15/2021 Country: United Kingdom
Meeting Type: Bondholder Ticker: N/A
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
Meeting for Holders of Bonds with ISIN XS0904228987
ForForApprove Extraordinary Resolution as per Meeting Notice
1
Blended Rationale: Sustainability Advisory Services provides meeting notices for bondholders' meetings for informational purposes only and, as a matter of policy, does not provide vote recommendations on resolutions proposed at such meetings.
Intu (SGS) Finance Plc
Meeting Date: 01/15/2021 Country: United Kingdom
Meeting Type: Bondholder Ticker: N/A
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
Meeting for Holders of Bonds with ISIN XS1131914811
ForForApprove Extraordinary Resolution as per Meeting Notice
1
Blended Rationale: Sustainability Advisory Services provides meeting notices for bondholders' meetings for informational purposes only and, as a matter of policy, does not provide vote recommendations on resolutions proposed at such meetings.
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
Bank of China Limited
Meeting Date: 01/18/2021 Country: China
Meeting Type: Special Ticker: 3988
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
EGM BALLOT FOR HOLDERS OF H SHARES
ForForElect Zhang Keqiu as Supervisor 1
ForForApprove 2019 Remuneration Distribution Plan for Chairman of the Board of Directors and Executive Directors
2
ForForApprove 2019 Remuneration Distribution Plan for Chairman of the Board of Supervisors and Shareholder Representative Supervisors
3
RSA Insurance Group Plc
Meeting Date: 01/18/2021 Country: United Kingdom
Meeting Type: Special Ticker: RSA
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1 Approve Matters Relating to the Recommended Cash Acquisition of RSA Insurance Group plc by Regent Bidco Limited
For For
ForForApprove Re-registration of the Company as a Private Limited Company by the Name of RSA Insurance Group Limited; Adopt New Articles of Association
2
RSA Insurance Group Plc
Meeting Date: 01/18/2021 Country: United Kingdom
Meeting Type: Court Ticker: RSA
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
Court Meeting
ForForApprove Scheme of Arrangement 1
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
Bank of Ireland Group Plc
Meeting Date: 01/19/2021 Country: Ireland
Meeting Type: Special Ticker: BIRG
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1 Approve Migration of the Migrating Shares to Euroclear Bank's Central Securities Depository
For For
ForForAdopt New Articles of Association 2
ForForAuthorise Company to Take All Actions to Implement the Migration
3
EDP-Energias de Portugal SA
Meeting Date: 01/19/2021 Country: Portugal
Meeting Type: Special Ticker: EDP
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1 Approve Statement on Remuneration Policy Applicable to Executive Board
For For
ForForElect Executive Board 2
Flutter Entertainment Plc
Meeting Date: 01/19/2021 Country: Ireland
Meeting Type: Special Ticker: FLTR
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1 Approve Migration of the Migrating Shares to Euroclear Bank's Central Securities Depository
For For
ForForAmend Articles of Association 2
ForForConditional upon the Adoption of Resolutions 1 and 2, Adopt New Articles of Association
3A
ForForConditional upon the Adoption of Resolution 1 and Resolution 2 not being Validly Adopted, Adopt New Articles of Association
3B
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
Flutter Entertainment Plc
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
ForForAuthorise Company to Take All Actions to Implement the Migration
4
New China Life Insurance Company Ltd.
Meeting Date: 01/19/2021 Country: China
Meeting Type: Special Ticker: 1336
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
EGM BALLOT FOR HOLDERS OF H SHARES
ForForElect Xu Zhibin as Director 1
Norbord Inc.
Meeting Date: 01/19/2021 Country: Canada
Meeting Type: Special Ticker: OSB
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1 Approve Acquisition by West Fraser Timber Co. Ltd.
For For
West Fraser Timber Co. Ltd.
Meeting Date: 01/19/2021 Country: Canada
Meeting Type: Special Ticker: WFT
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1 Approve Issuance of Shares in Connection with the Acquisition of Norbord Inc.
For For
ForForAmend Stock Option Plan 2
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
D.R. Horton, Inc.
Meeting Date: 01/20/2021 Country: USA
Meeting Type: Annual Ticker: DHI
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1a Elect Director Donald R. Horton For For
ForForElect Director Barbara K. Allen 1b
ForForElect Director Brad S. Anderson 1c
ForForElect Director Michael R. Buchanan 1d
ForForElect Director Michael W. Hewatt 1e
ForForElect Director Maribess L. Miller 1f
ForForAdvisory Vote to Ratify Named Executive Officers' Compensation
2
ForForRatify Ernst & Young LLP as Auditors 3
Frasers Logistics & Commercial Trust
Meeting Date: 01/20/2021 Country: Singapore
Meeting Type: Annual Ticker: BUOU
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1 Adopt Report of the Trustee, Statement by the Manager, and Audited Financial Statements
For For
ForForApprove KPMG LLP as Auditors and Authorize Manager to Fix Their Remuneration
2
ForForApprove Issuance of Equity or Equity-Linked Securities with or without Preemptive Rights
3
Motherson Sumi Systems Limited
Meeting Date: 01/20/2021 Country: India
Meeting Type: Special Ticker: 517334
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
Motherson Sumi Systems Limited
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
Postal Ballot
ForForApprove Pledging of Assets for Debt 1
Zhejiang Expressway Co., Ltd.
Meeting Date: 01/20/2021 Country: China
Meeting Type: Special Ticker: 576
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1 Approve Issuance of Senior Notes and Related Transactions
For For
Costco Wholesale Corporation
Meeting Date: 01/21/2021 Country: USA
Meeting Type: Annual Ticker: COST
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1.1 Elect Director Susan L. Decker For For
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director Kenneth D. Denman 1.2
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director Richard A. Galanti 1.3
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director W. Craig Jelinek 1.4
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director Sally Jewell 1.5
Blended Rationale: A vote FOR the director nominees is warranted.
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
Costco Wholesale Corporation
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
ForForElect Director Charles T. Munger 1.6
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director Jeffrey S. Raikes 1.7
Blended Rationale: A vote FOR the director nominees is warranted.
ForForRatify KPMG LLP as Auditors 2
Blended Rationale: A vote FOR this proposal to ratify the auditor is warranted.
ForForAdvisory Vote to Ratify Named Executive Officers' Compensation
3
Blended Rationale: A vote FOR this proposal is warranted. Although there continue to be concerns over certain aspects of the short- and long-term incentive programs, pay and performance are aligned at this time.
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
ForForElect Director Susan L. Decker 1.1
ForForElect Director Kenneth D. Denman 1.2
ForForElect Director Richard A. Galanti 1.3
ForForElect Director W. Craig Jelinek 1.4
ForForElect Director Sally Jewell 1.5
ForForElect Director Charles T. Munger 1.6
ForForElect Director Jeffrey S. Raikes 1.7
ForForRatify KPMG LLP as Auditors 2
ForForAdvisory Vote to Ratify Named Executive Officers' Compensation
3
Intuit Inc.
Meeting Date: 01/21/2021 Country: USA
Meeting Type: Annual Ticker: INTU
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1a Elect Director Eve Burton For For
Blended Rationale: A vote FOR the director nominees is warranted.
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
Intuit Inc.
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
ForForElect Director Scott D. Cook 1b
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director Richard L. Dalzell 1c
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director Sasan K. Goodarzi 1d
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director Deborah Liu 1e
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director Tekedra Mawakana 1f
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director Suzanne Nora Johnson 1g
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director Dennis D. Powell 1h
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director Brad D. Smith 1i
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director Thomas Szkutak 1j
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director Raul Vazquez 1k
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director Jeff Weiner 1l
Blended Rationale: A vote FOR the director nominees is warranted.
ForForAdvisory Vote to Ratify Named Executive Officers' Compensation
2
Blended Rationale: A vote FOR this proposal is warranted as pay and performance are reasonably aligned for the year in review.
ForForRatify Ernst & Young LLP as Auditors 3
Blended Rationale: A vote FOR this proposal to ratify the auditor is warranted.
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
ForForElect Director Eve Burton 1a
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
Intuit Inc.
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
ForForElect Director Scott D. Cook 1b
ForForElect Director Richard L. Dalzell 1c
ForForElect Director Sasan K. Goodarzi 1d
ForForElect Director Deborah Liu 1e
ForForElect Director Tekedra Mawakana 1f
ForForElect Director Suzanne Nora Johnson 1g
ForForElect Director Dennis D. Powell 1h
ForForElect Director Brad D. Smith 1i
ForForElect Director Thomas Szkutak 1j
ForForElect Director Raul Vazquez 1k
ForForElect Director Jeff Weiner 1l
ForForAdvisory Vote to Ratify Named Executive Officers' Compensation
2
ForForRatify Ernst & Young LLP as Auditors 3
Jabil Inc.
Meeting Date: 01/21/2021 Country: USA
Meeting Type: Annual Ticker: JBL
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1a Elect Director Anousheh Ansari For For
ForForElect Director Martha F. Brooks 1b
ForForElect Director Christopher S. Holland 1c
ForForElect Director Timothy L. Main 1d
ForForElect Director Mark T. Mondello 1e
ForForElect Director John C. Plant 1f
ForForElect Director Steven A. Raymund 1g
ForForElect Director Thomas A. Sansone 1h
ForForElect Director David M. Stout 1i
ForForElect Director Kathleen A. Walters 1j
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
Jabil Inc.
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
ForForRatify Ernst & Young LLP as Auditors 2
ForForAdvisory Vote to Ratify Named Executive Officers' Compensation
3
ForForApprove Omnibus Stock Plan 4
ForForAmend Qualified Employee Stock Purchase Plan
5
Melrose Industries Plc
Meeting Date: 01/21/2021 Country: United Kingdom
Meeting Type: Special Ticker: MRO
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1 Approve Employee Share Plan For Against
Blended Rationale: A vote AGAINST this resolution is considered warranted:- While a cap on the number of shares that can be awarded has been introduced, the incentive plan continues to provide for high levels of reward which are tied to a single, market-related performance metric; and- The scheme mechanics are complex, with less clear line-of-sight on the potential value being offered to the participants as compared to typical equity incentive schemes.
AgainstForApprove Amendments to the Remuneration Policy
2
Blended Rationale: A vote AGAINST the proposed amendments is considered warranted:- While a cap on the number of shares that can be awarded has been introduced, the incentive plan continues to provide for high levels of reward which are tied to a single, market-related performance metric; and- The scheme mechanics are complex, with less clear line-of-sight on the potential value being offered to the participants as compared to typical equity incentive schemes.
PT Bank Rakyat Indonesia (Persero) Tbk
Meeting Date: 01/21/2021 Country: Indonesia
Meeting Type: Special Ticker: BBRI
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1 Amend Articles of Association For Against
Blended Rationale: A vote AGAINST this resolution is warranted due to lack of further information to make an informed voting decision.
ForForAffirmation of the Regulations of the Minister of State-Owned Enterprises of the Republic of Indonesia Number PER-08/MBU/12/2019
2
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
PT Bank Rakyat Indonesia (Persero) Tbk
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
ForForAffirmation of the Regulations of the Minister of State-Owned Enterprises of the Republic of Indonesia Number PER-11/MBU/11/2020
3
AgainstForApprove Transfer of Treasury Stock 4
Blended Rationale: A vote AGAINST this resolution is warranted given the lack of information to make an informed voting decision.
AgainstForApprove Changes in Boards of Company 5
Blended Rationale: A vote AGAINST this resolution is warranted given the lack of further information to make an informed voting decision.
Saudi Electricity Co.
Meeting Date: 01/21/2021 Country: Saudi Arabia
Meeting Type: Special Ticker: 5110
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
Ordinary Business
ForForElect Members of Audit Committee, Approve its Charter and Remuneration of Its Members
1
ForForApprove Related Party Transactions Re: The National Commercial Bank
2
ForForApprove Related Party Transactions Re: Gulf International Bank
3
Airports of Thailand Public Co. Ltd.
Meeting Date: 01/22/2021 Country: Thailand
Meeting Type: Annual Ticker: AOT
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1 Matters to be Informed
Acknowledge Operating Results 2
ForForApprove Financial Statements 3
ForForApprove Dividend Payment 4
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
Airports of Thailand Public Co. Ltd.
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
ForForElect Suttirat Rattanachot as Director 5.1
ForForElect Thanin Pa-Em as Director 5.2
ForForElect Bhanupong Seyayongka as Director 5.3
ForForElect Krit Sesavej as Director 5.4
ForForElect Supawan Tanomkieatipume as Director 5.5
ForForApprove Remuneration of Directors and Sub-Committees
6
ForForApprove EY Company Limited as Auditor and Authorize Board to Fix Their Remuneration
7
AgainstForOther Business 8
Blended Rationale: A vote AGAINST this resolution is warranted given the lack of information.
Brilliance China Automotive Holdings Limited
Meeting Date: 01/22/2021 Country: Bermuda
Meeting Type: Special Ticker: 1114
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1 Approve Huachen Purchase Framework Agreement, Huachen Sale Framework Agreement, Huachen Non-Exempted Proposed Caps and Related Transactions
For For
China Minsheng Banking Corp., Ltd.
Meeting Date: 01/22/2021 Country: China
Meeting Type: Special Ticker: 1988
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
EGM BALLOT FOR HOLDERS OF H SHARES
ForForElect Yuan Guijun as Director 1
ForForAmend Articles of Association 2
ForForAmend Rules and Procedures Regarding General Meetings of Shareholders
3
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
China Minsheng Banking Corp., Ltd.
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
ForForAmend Administrative Measures of Related Party Transactions
4
ForForApprove Capital Management Plan for 2021 to 2023
5
China New Higher Education Group Limited
Meeting Date: 01/22/2021 Country: Cayman Islands
Meeting Type: Annual Ticker: 2001
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
For For
ForForElect Li Xiaoxuan as Director 2
ForForElect Shen Chunmei as Director 3
ForForElect Hu Jianbo as Director 4
ForForAuthorize Board to Fix Remuneration of Directors
5
ForForApprove Ernst & Young as Auditor and Authorize Board to Fix Their Remuneration
6
AgainstForApprove Issuance of Equity or Equity-Linked Securities without Preemptive Rights
7
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent.- The company has not specified the discount limit.
ForForAuthorize Repurchase of Issued Share Capital 8
AgainstForAuthorize Reissuance of Repurchased Shares 9
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent.- The company has not specified the discount limit.
Cosan SA
Meeting Date: 01/22/2021 Country: Brazil
Meeting Type: Special Ticker: CSAN3
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
Cosan SA
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1 Amend Articles For Against
Blended Rationale: A vote AGAINST these items is warranted because:- The company has bundled unrelated article amendment proposals, not allowing shareholders to vote on the proposed changes separately;- The proposed article amendments included a mandatory bid provision with an ownership trigger of 10-15 percent and a material tender offer share premium, which does not appear to be in the best interest of non-affiliated shareholders and is not consistent with Sustainability Advisory Services policy guidelines.
ForForFix Number of Directors at Nine 2
ForForApprove Classification of Dan Ioschpe, Jose Alexandre Scheinkman, Ana Paula Pessoa and Vasco Augusto Pinto da Fonseca Dias Junior as Independent Directors
3
ForForElect Directors 4
ForForApprove Agreement to Absorb and Absorption of Cosan Limited (CZZ), Ratify Apsis Consultoria Empresarial Ltda. as the Independent Firm to Appraise Proposed Transaction, Approve Issuance of Shares in Connection with the Transaction and Amend Article 5
5
ForForApprove Agreement to Absorb and Absorption of Cosan Logistica S.A., Ratify Apsis Consultoria Empresarial Ltda. as the Independent Firm to Appraise Proposed Transaction, Approve Capital Increase in Connection with the Transaction and Amend Article 5
6
AgainstForConsolidate Bylaws 7
Blended Rationale: A vote AGAINST these items is warranted because:- The company has bundled unrelated article amendment proposals, not allowing shareholders to vote on the proposed changes separately;- The proposed article amendments included a mandatory bid provision with an ownership trigger of 10-15 percent and a material tender offer share premium, which does not appear to be in the best interest of non-affiliated shareholders and is not consistent with Sustainability Advisory Services policy guidelines.
Midea Group Co. Ltd.
Meeting Date: 01/25/2021 Country: China
Meeting Type: Special Ticker: 000333
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1 Approve Repurchase and Cancellation of Performance Shares in 2017
For For
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
Midea Group Co. Ltd.
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
ForForApprove Repurchase and Cancellation of Performance Shares in 2018
2
ForForApprove Repurchase and Cancellation of Performance Shares in 2019
3
ForForApprove Repurchase and Cancellation of Performance Shares in 2020
4
The Scotts Miracle-Gro Company
Meeting Date: 01/25/2021 Country: USA
Meeting Type: Annual Ticker: SMG
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1.1 Elect Director Thomas N. Kelly, Jr. For For
ForForElect Director Peter E. Shumlin 1.2
ForForElect Director John R. Vines 1.3
ForForAdvisory Vote to Ratify Named Executive Officers' Compensation
2
ForForRatify Deloitte & Touche LLP as Auditors 3
Becton, Dickinson and Company
Meeting Date: 01/26/2021 Country: USA
Meeting Type: Annual Ticker: BDX
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1a Elect Director Catherine M. Burzik For For
ForForElect Director R. Andrew Eckert 1b
ForForElect Director Vincent A. Forlenza 1c
ForForElect Director Claire M. Fraser 1d
ForForElect Director Jeffrey W. Henderson 1e
ForForElect Director Christopher Jones 1f
ForForElect Director Marshall O. Larsen 1g
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
Becton, Dickinson and Company
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
ForForElect Director David F. Melcher 1h
ForForElect Director Thomas E. Polen 1i
ForForElect Director Claire Pomeroy 1j
ForForElect Director Rebecca W. Rimel 1k
ForForElect Director Timothy M. Ring 1l
ForForElect Director Bertram L. Scott 1m
ForForRatify Ernst & Young LLP as Auditors 2
AgainstForAdvisory Vote to Ratify Named Executive Officers' Compensation
3
Blended Rationale: A vote AGAINST this proposal is warranted. As a result of the impact of the pandemic, certain NEOs, other than the CEO, received one-time grants of stock appreciation rights following the end of the fiscal year to offset a portion of the lower value of recently earned or in-flight performance shares. The use of one-time awards as a replacement for forfeited or underperforming performance-based awards is problematic and sufficient mitigating factors have not been identified.
ForAgainstReduce Ownership Threshold for Shareholders to Call Special Meeting
4
Blended Rationale: A vote FOR this proposal is warranted as a lower threshold would enhance the current shareholder right to call special meetings.
Brooks Automation, Inc.
Meeting Date: 01/26/2021 Country: USA
Meeting Type: Annual Ticker: BRKS
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1.1 Elect Director Robyn C. Davis For For
ForForElect Director Joseph R. Martin 1.2
ForForElect Director Erica J. McLaughlin 1.3
ForForElect Director Krishna G. Palepu 1.4
ForForElect Director Michael Rosenblatt 1.5
ForForElect Director Stephen S. Schwartz 1.6
ForForElect Director Alfred Woollacott, III 1.7
ForForElect Director Mark S. Wrighton 1.8
ForForElect Director Ellen M. Zane 1.9
ForForAdvisory Vote to Ratify Named Executive Officers' Compensation
2
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
Brooks Automation, Inc.
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
ForForApprove Omnibus Stock Plan 3
ForForRatify PricewaterhouseCoopers LLP as Auditors
4
Hormel Foods Corporation
Meeting Date: 01/26/2021 Country: USA
Meeting Type: Annual Ticker: HRL
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1a Elect Director Prama Bhatt For For
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director Gary C. Bhojwani 1b
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director Terrell K. Crews 1c
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director Stephen M. Lacy 1d
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director Elsa A. Murano 1e
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director Susan K. Nestegard 1f
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director William A. Newlands 1g
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director Christopher J. Policinski 1h
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director Jose Luis Prado 1i
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director Sally J. Smith 1j
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director James P. Snee 1k
Blended Rationale: A vote FOR the director nominees is warranted.
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
Hormel Foods Corporation
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
ForForElect Director Steven A. White 1l
Blended Rationale: A vote FOR the director nominees is warranted.
ForForRatify Ernst & Young LLP as Auditors 2
Blended Rationale: A vote FOR this proposal to ratify the auditor is warranted.
ForForAdvisory Vote to Ratify Named Executive Officers' Compensation
3
Blended Rationale: Although there are concerns noted with respect to the long-term incentive program's performance linkage, a vote FOR this proposal is warranted as pay and performance are reasonably aligned at this time.
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
ForForElect Director Prama Bhatt 1a
ForForElect Director Gary C. Bhojwani 1b
ForForElect Director Terrell K. Crews 1c
ForForElect Director Stephen M. Lacy 1d
ForForElect Director Elsa A. Murano 1e
ForForElect Director Susan K. Nestegard 1f
ForForElect Director William A. Newlands 1g
ForForElect Director Christopher J. Policinski 1h
ForForElect Director Jose Luis Prado 1i
ForForElect Director Sally J. Smith 1j
ForForElect Director James P. Snee 1k
ForForElect Director Steven A. White 1l
ForForRatify Ernst & Young LLP as Auditors 2
ForForAdvisory Vote to Ratify Named Executive Officers' Compensation
3
Jacobs Engineering Group Inc.
Meeting Date: 01/26/2021 Country: USA
Meeting Type: Annual Ticker: J
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
Jacobs Engineering Group Inc.
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1a Elect Director Steven J. Demetriou For For
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director Christopher M.T. Thompson 1b
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director Vincent K. Brooks 1c
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director Robert C. Davidson, Jr. 1d
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director Ralph E. (Ed) Eberhart 1e
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director Manny Fernandez 1f
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director Georgette D. Kiser 1g
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director Linda Fayne Levinson 1h
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director Barbara L. Loughran 1i
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director Robert A. McNamara 1j
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director Peter J. Robertson 1k
Blended Rationale: A vote FOR the director nominees is warranted.
ForForAdvisory Vote to Ratify Named Executive Officers' Compensation
2
Blended Rationale: A vote FOR this proposal is warranted as pay and performance appear reasonably aligned at this time.
ForForRatify Ernst & Young LLP as Auditors 3
Blended Rationale: A vote FOR this proposal to ratify the auditor is warranted.
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
Jacobs Engineering Group Inc.
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
ForForElect Director Steven J. Demetriou 1a
ForForElect Director Christopher M.T. Thompson 1b
ForForElect Director Vincent K. Brooks 1c
ForForElect Director Robert C. Davidson, Jr. 1d
ForForElect Director Ralph E. (Ed) Eberhart 1e
ForForElect Director Manny Fernandez 1f
ForForElect Director Georgette D. Kiser 1g
ForForElect Director Linda Fayne Levinson 1h
ForForElect Director Barbara L. Loughran 1i
ForForElect Director Robert A. McNamara 1j
ForForElect Director Peter J. Robertson 1k
ForForAdvisory Vote to Ratify Named Executive Officers' Compensation
2
ForForRatify Ernst & Young LLP as Auditors 3
Metro Inc.
Meeting Date: 01/26/2021 Country: Canada
Meeting Type: Annual Ticker: MRU
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1.1 Elect Director Maryse Bertrand For For
ForForElect Director Pierre Boivin 1.2
ForForElect Director Francois J. Coutu 1.3
ForForElect Director Michel Coutu 1.4
ForForElect Director Stephanie Coyles 1.5
ForForElect Director Claude Dussault 1.6
ForForElect Director Russell Goodman 1.7
ForForElect Director Marc Guay 1.8
ForForElect Director Christian W.E. Haub 1.9
ForForElect Director Eric R. La Fleche 1.10
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
Metro Inc.
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
ForForElect Director Christine Magee 1.11
ForForElect Director Line Rivard 1.12
ForForRatify Ernst & Young LLP as Auditors 2
ForForAdvisory Vote on Executive Compensation Approach
3
ForForAmend By-Laws 4
Visa Inc.
Meeting Date: 01/26/2021 Country: USA
Meeting Type: Annual Ticker: V
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1a Elect Director Lloyd A. Carney For For
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director Mary B. Cranston 1b
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director Francisco Javier Fernandez-Carbajal
1c
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director Alfred F. Kelly, Jr. 1d
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director Ramon Laguarta 1e
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director John F. Lundgren 1f
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director Robert W. Matschullat 1g
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director Denise M. Morrison 1h
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director Suzanne Nora Johnson 1i
Blended Rationale: A vote FOR the director nominees is warranted.
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
Visa Inc.
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
ForForElect Director Linda J. Rendle 1j
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director John A. C. Swainson 1k
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director Maynard G. Webb, Jr. 1l
Blended Rationale: A vote FOR the director nominees is warranted.
ForForAdvisory Vote to Ratify Named Executive Officers' Compensation
2
Blended Rationale: While some concerns are raised regarding the sizable new hire awards for an NEO, a vote FOR this proposal is warranted as pay and performance are reasonably aligned for the year in review.
ForForRatify KPMG LLP as Auditors 3
Blended Rationale: A vote FOR this proposal to ratify the auditor is warranted.
ForForAmend Omnibus Stock Plan 4
Blended Rationale: Based on an analysis of the plan amendments, a vote FOR this proposal is warranted.
ForForProvide Holders of At Least 15% Class A Common Stock Right to Call Special Meeting
5
Blended Rationale: Currently, the company does not provide shareholders with the ability to call special meetings. Hence, a vote FOR this proposal is warranted as it represents an enhancement to shareholder rights.
ForAgainstProvide Right to Act by Written Consent 6
Blended Rationale: A vote FOR this proposal is warranted given that the ability to act by written consent would enhance shareholder rights.
AgainstAgainstAmend Principles of Executive Compensation Program
7
Blended Rationale: A vote AGAINST this proposal is warranted, as the company provides disclosure surrounding its executive compensation setting process and no problematic pay practices or pay-for-performance concerns have been identified.
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
ForForElect Director Lloyd A. Carney 1a
ForForElect Director Mary B. Cranston 1b
ForForElect Director Francisco Javier Fernandez-Carbajal
1c
ForForElect Director Alfred F. Kelly, Jr. 1d
ForForElect Director Ramon Laguarta 1e
ForForElect Director John F. Lundgren 1f
ForForElect Director Robert W. Matschullat 1g
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
Visa Inc.
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
ForForElect Director Denise M. Morrison 1h
ForForElect Director Suzanne Nora Johnson 1i
ForForElect Director Linda J. Rendle 1j
ForForElect Director John A. C. Swainson 1k
ForForElect Director Maynard G. Webb, Jr. 1l
ForForAdvisory Vote to Ratify Named Executive Officers' Compensation
2
ForForRatify KPMG LLP as Auditors 3
ForForAmend Omnibus Stock Plan 4
ForForProvide Holders of At Least 15% Class A Common Stock Right to Call Special Meeting
5
ForAgainstProvide Right to Act by Written Consent 6
Blended Rationale: A vote FOR this proposal is warranted given that the ability to act by written consent would enhance shareholder rights.
AgainstAgainstAmend Principles of Executive Compensation Program
7
CGI Inc.
Meeting Date: 01/27/2021 Country: Canada
Meeting Type: Annual Ticker: GIB.A
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
Meeting for Class A Subordinate Voting and Class B Shareholders
ForForElect Director Alain Bouchard 1A
ForForElect Director George A. Cope 1B
ForForElect Director Paule Dore 1C
ForForElect Director Julie Godin 1D
ForForElect Director Serge Godin 1E
ForForElect Director Timothy J. Hearn 1F
ForForElect Director Andre Imbeau 1G
ForForElect Director Gilles Labbe 1H
ForForElect Director Michael B. Pedersen 1I
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
CGI Inc.
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
ForForElect Director Stephen S. Poloz 1J
ForForElect Director Mary Powell 1K
ForForElect Director Alison C. Reed 1L
ForForElect Director Michael E. Roach 1M
ForForElect Director George D. Schindler 1N
ForForElect Director Kathy N. Waller 1O
ForForElect Director Joakim Westh 1P
ForForApprove PricewaterhouseCoopers LLP as Auditors and Authorize the Audit and Risk Management Committee to Fix Their Remuneration
2
ForForAmend By-Law 1986-5 Re: Shareholder Meetings Through Virtual Means
3
Clicks Group Ltd.
Meeting Date: 01/27/2021 Country: South Africa
Meeting Type: Annual Ticker: CLS
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports for the Year Ended 31 August 2020
For For
ForForReappoint Ernst & Young Inc as Auditors with Anthony Cadman as the Individual Registered Auditor
2
ForForElect Mfundiso Njeke as Director 3
ForForRe-elect John Bester as Director 4
ForForRe-elect Bertina Engelbrecht as Director 5
ForForRe-elect Michael Fleming as Director 6
ForForRe-elect John Bester as Member of the Audit and Risk Committee
7.1
ForForRe-elect Fatima Daniels as Member of the Audit and Risk Committee
7.2
ForForElect Mfundiso Njeke as Member of the Audit and Risk Committee
7.3
ForForApprove Remuneration Policy 8
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
Clicks Group Ltd.
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
ForForApprove Remuneration Implementation Report
9
ForForAuthorise Repurchase of Issued Share Capital 10
ForForApprove Directors' Fees 11
ForForApprove Financial Assistance in Terms of Section 45 of the Companies Act
12
ForForAmend Memorandum of Incorporation 13
Woodward, Inc.
Meeting Date: 01/27/2021 Country: USA
Meeting Type: Annual Ticker: WWD
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1.1 Elect Director Thomas A. Gendron For For
ForForElect Director Daniel G. Korte 1.2
ForForElect Director Ronald M. Sega 1.3
ForForRatify Deloitte & Touche LLP as Auditors 2
ForForAdvisory Vote to Ratify Named Executive Officers' Compensation
3
ForForAmend Omnibus Stock Plan 4
AgainstAgainstAdopt a Policy to Include Non-Management Employees as Prospective Director Candidates
5
Agricultural Bank of China Limited
Meeting Date: 01/28/2021 Country: China
Meeting Type: Special Ticker: 1288
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
EGM BALLOT FOR HOLDERS OF H SHARES
ForForElect Gu Shu as Director 1
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
Agricultural Bank of China Limited
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
ForForApprove Additional Budget for Poverty Alleviation Donations
2
Air Products and Chemicals, Inc.
Meeting Date: 01/28/2021 Country: USA
Meeting Type: Annual Ticker: APD
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1a Elect Director Susan K. Carter For For
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director Charles I. Cogut 1b
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director Lisa A. Davis 1c
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director Chadwick C. Deaton 1d
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director Seifollah (Seifi) Ghasemi 1e
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director David H. Y. Ho 1f
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director Edward L. Monser 1g
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director Matthew H. Paull 1h
Blended Rationale: A vote FOR the director nominees is warranted.
ForForAdvisory Vote to Ratify Named Executive Officers' Compensation
2
Blended Rationale: A vote FOR this proposal is warranted as pay and performance are reasonably aligned for the year in review.
ForForApprove Omnibus Stock Plan 3
Blended Rationale: Based on the Equity Plan Scorecard evaluation (EPSC), a vote FOR this proposal is warranted.
ForForRatify Deloitte & Touche LLP as Auditors 4
Blended Rationale: A vote FOR this proposal to ratify the auditor is warranted.
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
Air Products and Chemicals, Inc.
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
ForForElect Director Susan K. Carter 1a
ForForElect Director Charles I. Cogut 1b
ForForElect Director Lisa A. Davis 1c
ForForElect Director Chadwick C. Deaton 1d
ForForElect Director Seifollah (Seifi) Ghasemi 1e
ForForElect Director David H. Y. Ho 1f
ForForElect Director Edward L. Monser 1g
ForForElect Director Matthew H. Paull 1h
ForForAdvisory Vote to Ratify Named Executive Officers' Compensation
2
ForForApprove Omnibus Stock Plan 3
ForForRatify Deloitte & Touche LLP as Auditors 4
Ashland Global Holdings Inc.
Meeting Date: 01/28/2021 Country: USA
Meeting Type: Annual Ticker: ASH
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1.1 Elect Director Brendan M. Cummins For For
ForForElect Director William G. Dempsey 1.2
ForForElect Director Jay V. Ihlenfeld 1.3
ForForElect Director Wetteny Joseph 1.4
ForForElect Director Susan L. Main 1.5
ForForElect Director Guillermo Novo 1.6
ForForElect Director Jerome A. Peribere 1.7
ForForElect Director Ricky C. Sandler 1.8
ForForElect Director Janice J. Teal 1.9
ForForRatify Ernst & Young LLP as Auditors 2
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
Ashland Global Holdings Inc.
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
ForForAdvisory Vote to Ratify Named Executive Officers' Compensation
3
ForForApprove Omnibus Stock Plan 4
AgainstForOther Business 5
Blended Rationale: A vote AGAINST this proposal is warranted, as proposals which are detrimental to shareholder value may arise without shareholders having the opportunity to make a fully informed vote on the issue.
Evolution Gaming Group AB
Meeting Date: 01/28/2021 Country: Sweden
Meeting Type: Special Ticker: EVO
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1 Open Meeting
ForForElect Chairman of Meeting 2
ForForPrepare and Approve List of Shareholders 3
ForForApprove Agenda of Meeting 4
ForForDesignate Inspector(s) of Minutes of Meeting 5
ForForAcknowledge Proper Convening of Meeting 6
ForForApprove Stock Option Plan for Key Employees; Approve Creation of EUR 15,000 Pool of Capital to Guarantee Conversion Rights
7
Close Meeting 8
Kerry Group Plc
Meeting Date: 01/28/2021 Country: Ireland
Meeting Type: Special Ticker: KRZ
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1 Approve Migration of the Participating Securities to Euroclear Bank's Central Securities Depository
For For
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
Kerry Group Plc
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
ForForAmend Articles of Association 2
ForForAuthorise Company to Take All Actions to Implement the Migration
3
Kobe Bussan Co., Ltd.
Meeting Date: 01/28/2021 Country: Japan
Meeting Type: Annual Ticker: 3038
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, With a Final Dividend of JPY 30
For For
ForForAmend Articles to Change Location of Head Office
2
ForForElect Director Numata, Hirokazu 3.1
ForForElect Director Asami, Kazuo 3.2
ForForElect Director Nishida, Satoshi 3.3
ForForElect Director Kobayashi, Takumi 3.4
ForForApprove Transfer of Capital Surplus to Capital 4
ForForApprove Stock Option Plan 5
Park24 Co., Ltd.
Meeting Date: 01/28/2021 Country: Japan
Meeting Type: Annual Ticker: 4666
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1.1 Elect Director Nishikawa, Koichi For For
ForForElect Director Sasaki, Kenichi 1.2
ForForElect Director Kawakami, Norifumi 1.3
ForForElect Director Kawasaki, Keisuke 1.4
ForForElect Director Yamanaka, Shingo 1.5
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
Park24 Co., Ltd.
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
AgainstForElect Director Oura, Yoshimitsu 1.6
Blended Rationale: Vote AGAINST as the nominee is an affiliated outsider.
AgainstForElect Director Nagasaka, Takashi 1.7
Blended Rationale: Vote AGAINST as the nominee is an affiliated outsider.
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
ForForElect Director Nishikawa, Koichi 1.1
ForForElect Director Sasaki, Kenichi 1.2
ForForElect Director Kawakami, Norifumi 1.3
ForForElect Director Kawasaki, Keisuke 1.4
ForForElect Director Yamanaka, Shingo 1.5
ForForElect Director Oura, Yoshimitsu 1.6
ForForElect Director Nagasaka, Takashi 1.7
Post Holdings, Inc.
Meeting Date: 01/28/2021 Country: USA
Meeting Type: Annual Ticker: POST
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1.1 Elect Director Edwin H. Callison For For
ForForElect Director William P. Stiritz 1.2
ForForRatify PricewaterhouseCoopers LLP as Auditors
2
ForForAdvisory Vote to Ratify Named Executive Officers' Compensation
3
PT Unilever Indonesia Tbk
Meeting Date: 01/28/2021 Country: Indonesia
Meeting Type: Special Ticker: UNVR
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
PT Unilever Indonesia Tbk
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1 Approve Resignation of Jochanan Senf as Director
For For
ForForApprove Resignation of Sri Widowati as Director
2
ForForElect Tran Tue Tri as Director 3
Valvoline Inc.
Meeting Date: 01/28/2021 Country: USA
Meeting Type: Annual Ticker: VVV
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1a Elect Director Gerald W. Evans, Jr. For For
ForForElect Director Richard J. Freeland 1b
ForForElect Director Stephen F. Kirk 1c
ForForElect Director Carol H. Kruse 1d
ForForElect Director Stephen E. Macadam 1e
ForForElect Director Vada O. Manager 1f
ForForElect Director Samuel J. Mitchell, Jr. 1g
ForForElect Director Charles M. Sonsteby 1h
ForForElect Director Mary J. Twinem 1i
ForForRatify Ernst & Young LLP as Auditors 2
ForForAdvisory Vote to Ratify Named Executive Officers' Compensation
3
Walgreens Boots Alliance, Inc.
Meeting Date: 01/28/2021 Country: USA
Meeting Type: Annual Ticker: WBA
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
Walgreens Boots Alliance, Inc.
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1a Elect Director Jose E. Almeida For For
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director Janice M. Babiak 1b
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director David J. Brailer 1c
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director William C. Foote 1d
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director Ginger L. Graham 1e
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director Valerie B. Jarrett 1f
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director John A. Lederer 1g
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director Dominic P. Murphy 1h
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director Stefano Pessina 1i
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director Nancy M. Schlichting 1j
Blended Rationale: A vote FOR the director nominees is warranted.
ForForElect Director James A. Skinner 1k
Blended Rationale: A vote FOR the director nominees is warranted.
ForForRatify Deloitte & Touche LLP as Auditors 2
Blended Rationale: A vote FOR this proposal to ratify the auditor is warranted.
AgainstForAdvisory Vote to Ratify Named Executive Officers' Compensation
3
Blended Rationale: A vote AGAINST this proposal is warranted. The company's supplemental filing provides additional information on the company's rationale for FY20 pay adjustments. However, the modification to yield payouts despite failure to achieve threshold performance may be viewed as counter to a pay-for-performance philosophy, especially in the context of negative short- and long-term shareholder returns. While annual incentives remained below target after the committee's discretionary adjustments, closing-cycle PSUs were deemed earned slightly above target. Investors have indicated that increases to long-term incentive payouts, particularly for performance cycles ending in 2020, are generally viewed as problematic. Meanwhile, overall equity awards to NEOs other than the CEO were majority time-based in FY20, and the lack of disclosed STI results and forward-looking LTI targets inhibits an assessment of goal rigor.
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
Walgreens Boots Alliance, Inc.
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
ForForApprove Omnibus Stock Plan 4
Blended Rationale: Based on the Equity Plan Scorecard evaluation (EPSC), a vote FOR this proposal is warranted.
ForAgainstRequire Independent Board Chair 5
Blended Rationale: A vote FOR this proposal is warranted given the importance of having an independent board chair.
AgainstAgainstReport on Health Risks of Continued In-Store Tobacco Sales in the Age of COVID 2021
6
Blended Rationale: A vote AGAINST this resolution is warranted because the company currently provides sufficient disclosure regarding its policies and practices related to the sale of tobacco products and its risk oversight mechanisms for shareholders to be able to assess any such related risks. The company also does not appear to be lagging its peers in this regard.
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
ForForElect Director Jose E. Almeida 1a
ForForElect Director Janice M. Babiak 1b
ForForElect Director David J. Brailer 1c
ForForElect Director William C. Foote 1d
ForForElect Director Ginger L. Graham 1e
ForForElect Director Valerie B. Jarrett 1f
ForForElect Director John A. Lederer 1g
ForForElect Director Dominic P. Murphy 1h
ForForElect Director Stefano Pessina 1i
ForForElect Director Nancy M. Schlichting 1j
ForForElect Director James A. Skinner 1k
ForForRatify Deloitte & Touche LLP as Auditors 2
AgainstForAdvisory Vote to Ratify Named Executive Officers' Compensation
3
Blended Rationale: A vote AGAINST this proposal is warranted. The company adjusted both the short-term and long-term incentive programs to yield payouts that otherwise would have been unearned, in light of COVID-19 impacts. While annual incentives remained below target after the adjustment, closing-cycle PSUs were deemed earned slightly above target. Investors have indicated that increases to long-term incentive payouts, particularly for performance cycles ending in 2020, are generally viewed as problematic. The above-target LTI payout is especially concerning given the company's TSR underperformance. Meanwhile, overall equity awards to NEOs other than the CEO were majority time-based in FY20, and the lack of disclosed STI results and forward-looking LTI targets inhibits an assessment of goal rigor.
ForForApprove Omnibus Stock Plan 4
ForAgainstRequire Independent Board Chair 5
Blended Rationale: A vote FOR this proposal is warranted given the importance of having an independent board chair.
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
Walgreens Boots Alliance, Inc.
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
AgainstAgainstReport on Health Risks of Continued In-Store Tobacco Sales in the Age of COVID 2021
6
WISeKey International Holding Ltd.
Meeting Date: 01/28/2021 Country: Switzerland
Meeting Type: Special Ticker: WIHN
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1 Approve CHF 616,375 Share Capital Increase without Preemptive Rights for Private Placement; Approve Creation of CHF 649,302 Pool of Authorized Capital without Preemptive Rights
For Against
Blended Rationale: A vote AGAINST this resolution is warranted because:- The company only provides limited information and relevant details are not disclosed, and- The proposed issuances would result in a potentially excessive dilution.
AgainstForElect Hans-Christian Boos as Director 2
Blended Rationale: A vote AGAINST the non-independent nominee Hans-Christian Boos is warranted because of the failure to establish a sufficiently independent board.
AgainstForApprove Increase in Conditional Capital Pool to CHF 120,000 for Employee Stock Options
3
Blended Rationale: A vote AGAINST this resolution is warranted because:- Non-executive directors participate in the plan.- Total potential dilution exceeds 10 percent.- The vesting period for options has not been disclosed.
AgainstForApprove Increase of Existing Conditional Share Capital to CHF 1.1 Million for Equity Compensation and Expansion of Use for Other Equity-Based Instruments
4
Blended Rationale: A vote AGAINST the proposed authorization is warranted because the issuance request would result in a potentially excessive dilution of 25 percent.
AgainstForTransact Other Business (Voting) 5
Blended Rationale: A vote AGAINST is warranted because:- This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and- The content of these any new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.
Zhejiang Wanfeng Auto Wheel Co., Ltd.
Meeting Date: 01/28/2021 Country: China
Meeting Type: Special Ticker: 002085
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
Zhejiang Wanfeng Auto Wheel Co., Ltd.
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1 Approve Waiver of Priority Transfer Right For For
Amundi Index Solutions - Amundi Index Us Corp Sri
Meeting Date: 01/29/2021 Country: Luxembourg
Meeting Type: Annual Ticker: N/A
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1 Receive Board's and Auditor's Reports
ForForApprove Financial Statements 2
ForForApprove Allocation of Income 3
ForForApprove Discharge of Directors 4
ForForRe-elect Valerie Baudson as Director 5
ForForRe-elect Jeanne Duvoux as Director 6
ForForRe-elect Christophe Lemarie as Director 7
ForForRe-elect Nicolas Vauleon as Director 8
ForForApprove Resignation of Elodie Laugel as Director
9
ForForRenew Appointment of Ernst & Young as Auditor
10
Transact Other Business (Non-Voting) 11
Aspen Technology, Inc.
Meeting Date: 01/29/2021 Country: USA
Meeting Type: Annual Ticker: AZPN
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1.1 Elect Director Thomas M. Bradicich For For
ForForElect Director Adriana Karaboutis 1.2
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
Aspen Technology, Inc.
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
ForForElect Director Georgia Keresty 1.3
Blended Rationale: WITHHOLD votes are warranted for incumbent compensation committee member Georgia Keresty due to the limited degree of responsiveness to last year's failed say-on-pay proposal.
ForForRatify KPMG LLP as Auditors 2
ForForAdvisory Vote to Ratify Named Executive Officers' Compensation
3
Hope Education Group Co., Ltd.
Meeting Date: 01/29/2021 Country: Cayman Islands
Meeting Type: Annual Ticker: 1765
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
For For
ForForApprove Final Dividend 2
ForForElect Gao Hao as Director 3a1
ForForElect Zhang Jin as Director 3a2
AgainstForElect Chen Yunhua as Director 3a3
Blended Rationale: Votes AGAINST incumbent Nominating Committee Chair Yunhua Chen are warranted for lack of gender diversity on the board.
ForForAuthorize Board to Fix Remuneration of Directors
3b
ForForApprove Ernst & Young as Auditor and Authorize Board to Fix Their Remuneration
4
AgainstForApprove Issuance of Equity or Equity-Linked Securities without Preemptive Rights
5A
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent;- The company has not specified the discount limit.
ForForAuthorize Repurchase of Issued Share Capital 5B
AgainstForAuthorize Reissuance of Repurchased Shares 5C
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent;- The company has not specified the discount limit.
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
Kangwon Land, Inc.
Meeting Date: 01/29/2021 Country: South Korea
Meeting Type: Special Ticker: 035250
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
ELECT ONE INSIDE DIRECTOR (EXECUTIVE VICE PRESIDENT) OUT OF TWO NOMINEES
AgainstForElect Park Gwang-hui as Inside Director 1.1
Blended Rationale: A vote FOR Sim Gyu-ho (Item 1.2) is warranted, as Sim is expected to bring industrial expertise to the board as Sim has direct working experience in both corporate management and public sector policies. With that said, we recommend a vote AGAINST Park Gwang-hui (Item 1.1).
ForForElect Sim Gyu-ho as Inside Director 1.2
ForForElect Choi Gyeong-sik as Outside Director 2
ForForElect Kim Ju-il as Director to Serve as an Audit Committee Member
3
UGI Corporation
Meeting Date: 01/29/2021 Country: USA
Meeting Type: Annual Ticker: UGI
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1a Elect Director Frank S. Hermance For For
ForForElect Director M. Shawn Bort 1b
ForForElect Director Theodore A. Dosch 1c
ForForElect Director Alan N. Harris 1d
ForForElect Director Mario Longhi 1e
ForForElect Director William J. Marrazzo 1f
ForForElect Director Cindy J. Miller 1g
ForForElect Director Kelly A. Romano 1h
ForForElect Director James B. Stallings, Jr. 1i
ForForElect Director John L. Walsh 1j
ForForAdvisory Vote to Ratify Named Executive Officers' Compensation
2
ForForApprove Omnibus Stock Plan 3
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
UGI Corporation
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
ForForRatify Ernst & Young LLP as Auditors 4
Weichai Power Co., Ltd.
Meeting Date: 01/29/2021 Country: China
Meeting Type: Special Ticker: 2338
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
EGM BALLOT FOR HOLDERS OF H SHARES
AgainstForApprove Grant of the General Mandate to Issue Shares to the Board
1
Blended Rationale: A vote AGAINST this resolution is warranted for the following:- The share issuance limit is greater than 10 percent;- The company has not specified the discount limit.
ForForApprove Compliance with the Conditions of Non-Public Issuance of A Shares
2
RESOLUTIONS IN RELATION TO THE ISSUANCE PROPOSAL FOR THE PROPOSED NON-PUBLIC ISSUANCE OF A SHARES
ForForApprove Class and Par Value of Shares to be Issued
3.1
ForForApprove Method and Time of Issuance 3.2
ForForApprove Target Subscribers and Subscription Method
3.3
ForForApprove Pricing Benchmark Date, Issue Price and Pricing
3.4
ForForApprove Number of Shares to be Issued 3.5
ForForApprove Lock-Up Period Arrangement 3.6
ForForApprove Place of Listing of the New A Shares to be Issued
3.7
ForForApprove Arrangement of Accumulated Undistributed Profits
3.8
ForForApprove Validity of the Resolutions in Respect of the Non-Public Issuance of A Shares
3.9
ForForApprove Use of Proceeds 3.10
ForForApprove Plan for the Non-Public Issuance of A Shares
4
ForForApprove Feasibility Analysis Report on the Use of Proceeds from the Non-Public Issuance of A Shares
5
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
Weichai Power Co., Ltd.
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
ForForApprove Absence of Need to Prepare a Report on the Use of Previously Raised Proceeds
6
ForForApprove Remedial Measures for the Dilution of Immediate Returns Upon the Non-Public Issuance of A Shares and Undertakings by the Relevant Persons
7
ForForApprove Plan on Shareholders' Return for the Upcoming Three Years (2021-2023)
8
ForForAuthorize Board and Its Authorized Persons Board to Deal with All Matters in Relation to the Non-Public Issuance of A Shares
9
ForForApprove Proposed Amendments to the Management Measures on the Use of Raised Proceeds
10
WestRock Company
Meeting Date: 01/29/2021 Country: USA
Meeting Type: Annual Ticker: WRK
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
1a Elect Director Colleen F. Arnold For For
ForForElect Director Timothy J. Bernlohr 1b
ForForElect Director J. Powell Brown 1c
ForForElect Director Terrell K. Crews 1d
ForForElect Director Russell M. Currey 1e
ForForElect Director Suzan F. Harrison 1f
ForForElect Director John A. Luke, Jr. 1g
ForForElect Director Gracia C. Martore 1h
ForForElect Director James E. Nevels 1i
ForForElect Director Steven C. Voorhees 1j
ForForElect Director Bettina M. Whyte 1k
ForForElect Director Alan D. Wilson 1l
ForForAdvisory Vote to Ratify Named Executive Officers' Compensation
2
ForForApprove Omnibus Stock Plan 3
Vote Summary Report
Date range covered: 01/01/2021 to 01/31/2021
WestRock Company
Proposal Number Proposal Text Mgmt Rec
Vote Instruction
ForForRatify Ernst & Young LLP as Auditors 4